--------------------------------------------------------------------------------
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE ACT OF
     1934.

     For the fiscal year ended January 31, 2004

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934. For the transition period from                 to
                                             ---------------    ----------------

                         Commission File No.: 333-105903

                          American Construction Company
                 ----------------------------------------------
                 (Name of small business issuer in its charter)

                  Nevada                                    41-2079252
     ----------------------------------------------------------------------
     (State or other jurisdiction of                     (I.R.S. Employer
      incorporation or organization)                    Identification No.)

               4340 East Charleston Avenue, Phoenix, Arizona 85032
          -------------------------------------------------------------
          (Address, including zip code, of principal executive offices)

                    Issuer's telephone number: (480) 695-7283

       Securities registered under Section 12(b) of the Exchange Act: None

         Securities registered under Section 12(g) of the Exchange Act:

                     Common Stock, Par Value $.001 Per Share
                                (Title of class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. [X] Yes  [ ] No

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.[ ]

State issuer's revenues for its most recent fiscal year. $59,002

As of January 31, 2004, we had 9,175,000 shares of our $0.001 par value common
stock issued and outstanding. On January 31, 2004, the aggregate market value of
our common stock held by non-affiliates was approximately $20,375.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

     Transitional Small Business Disclosure Form (Check one): Yes [ ] No [X]

To simplify the language in this Form 10-KSB, American Construction Company, is
referred to herein as the "Company" or "We."



<PAGE>



                                TABLE OF CONTENTS
--------------------------------------------------------------------------------


PART I........................................................................1

     ITEM 1.   DESCRIPTION OF BUSINESS........................................1

BUSINESS STRATEGY.............................................................3

MARKETING STRATEGY............................................................4

     ITEM 2.   DESCRIPTION OF PROPERTY........................................4
     ITEM 3.   LEGAL PROCEEDINGS..............................................4
     ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS............4

PART II.......................................................................4

     ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.......4
     ITEM 6.   MANAGEMENT DISCUSSION AND ANALYSIS.............................5
     MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION................5
     ITEM 7.   FINANCIAL STATEMENTS...........................................8

FINANCIAL STATEMENTS..........................................................8

FOR THE PERIOD AUGUST 5, 2002 (INCEPTION) TO JANUARY 31, 2004.................8

     ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
     ACCOUNTING AND FINANCIAL DISCLOSURES....................................21
     ITEM 8A.  CONTROLS AND PROCEDURES.......................................21
     ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
     PERSONS OF THE REGISTRANT; COMPLIANCE WITH  SECTION 16(a) OF
     THE EXCHANGE ACT........................................................21
     ITEM 10.  EXECUTIVE COMPENSATION........................................22
     ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
     MANAGEMENT..............................................................23
     ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS..........23
     ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K..............................23
     ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES........................24
     Exhibit No. 32.1........................................................25
     Exhibit No. 31.1........................................................26




















--------------------------------------------------------------------------------
Form 10KSB-Period Ending January 31, 2004  American Construction Company  Page i
<PAGE>



                          AMERICAN CONSTRUCTION COMPANY
--------------------------------------------------------------------------------


PART I
------

This report on Form 10-KSB and documents incorporated herein by reference
contain certain "forward-looking statements" as defined by the Private
Securities Litigation Reform Act of 1995 which involve substantial risks and
uncertainties. When used in this report and in other reports filed by the
Company, the forward-looking statements are often identified by the use of such
terms and phrases as "anticipates," "believes," "intends," "plans," "expects,"
"seeks," "scheduled," "foreseeable future' and similar expressions. Although the
Company believes the understandings and assumptions on which the forward-looking
statements in this report are based are reasonable, the Company's actual
results, performance and achievements could differ materially from the results
in, or implied by, these forward-looking statements. Certain factors that could
cause or contribute to such differences include those discussed in "Management
Discussion and Analysis" and elsewhere herein.


ITEM 1.  DESCRIPTION OF BUSINESS.
---------------------------------

American Construction Company, (the "Company") was established on August 5, 2002
for the purpose of commencing the business of general construction contracting.
It is the Company's objective to provide to its customers timely and durable
construction of their residential and commercial needs. We established our
subsidiary for the purpose of achieving our above stated objectives in
Saskatchewan, Canada. We established our subsidiary to enter the residential and
commercial construction industry in this market.

To accomplish the above objective the founder of our company, Jeff Mabry
established American Construction Company (a Nevada company) on August 5, 2002.
American Construction Company then established its subsidiary, West Dee
Construction Ltd. (a Saskatchewan, Canada company) on August 8, 2002 by
purchasing 100 shares from its treasury.

We employ two (2) people including Mr. Mabry and Mrs. Weisgerber with no full
time employees. The reason the Company employees such few people is because we
are a general contractor company. A general contractor company is responsible
for obtaining construction contracts by negotiation or by winning tenders and
then retaining the sub-trades (plumbers, carpet and tile installers,
electricians and dry wall companies) necessary to satisfy the terms of the
contract. The general contractor supervises the sub-trades or sub-contractors to
ensure the construction project is completed in accordance with the terms of the
contract or arrangement with the owner, in particular the construction
completion date and the quality of the construction. We select our sub-trades by
contacting two or three sub-trades in each trade that we require to satisfy the
contract and pick that trade person that has the best price to perform the work
who has the best reputation in the industry.

Our subsidiary commenced business in the 3rd quarter of 2002 and obtained four
construction contracts. Two of our contracts were to renovate two residential
homes and the other two were to construct and renovate commercial buildings. The
commercial renovations included the renovation of a night club which involved
the design of the night club in consultation with the owners including all bars,
dance floors, bathrooms and coat checks and then building the night club to the
specifications required. The other commercial construction project included the
construction of "Visions" electronic store, a major retail electronics store.
This project was a start up project that we constructed from the ground floor to
completion for lease. Our two residential projects included the renovation of
two existing houses where the owners required to update and/or expand their
dwelling. We have successfully completed these construction projects and have
obtained and/or completed 6 additional contracts as indicated below. The Company
has spent a great deal of time negotiating the potential purchase of two
warehouses in Regina, Saskatchewan and Saskatoon, Saskatchewan for the purpose
of converting the warehouses to condominiums. These projects if obtained and
zoning is approved will generate approximately 600,000 CDN and 3,000,000 CDN in
gross sales.








--------------------------------------------------------------------------------
Form 10KSB-Period Ending January 31, 2004                                Page 1
<PAGE>



                          AMERICAN CONSTRUCTION COMPANY
--------------------------------------------------------------------------------


The following are the material terms and status of the contracts:

<TABLE>
<CAPTION>
                                                              Material Terms                 Percentage of
Project                                    Price/Revenue(1)  Completion Date       Status      Revenue
-------                                    ----------------  ---------- ----       ------      -------

Completed Contracts:
-------------------

2003:

<S>                                          <C>             <C>                   <C>          <C>
Gabbos Night Club                            $115,717        October 15, 2002      Complete      58%
Visions Electronics                          $ 31,665        October 31, 2002      Complete      16%
53 McNiven Cr. (Residential)                 $ 25,657        October 31, 2002      Complete      13%
1238 Elphinstone Street (Residential)(2)     $ 26,744        April 30, 2003        Complete      13%
                                             --------                                           ---

Total                                        $199,783                                           100%
                                             ========                                           ====

2004:

1238 Elphinstone Street (Residential)        $  5,900        April 30, 2003        Complete      10%
Suds Car Wash                                $  1,594        October 23, 2003      Complete       3%
Fabricland                                   $  9,426        July 31, 2003         Complete      16%
Visions Electronics                          $  6,690        August 31, 2003       Complete      12%
2721 Sinton Avenue                           $ 12,619        September 30, 2003    Complete      22%
266 Angus Crescent                           $ 12,041        November 1, 2003      Complete      20%
Gabbo's Nightclub                            $  3,986        January 31, 2004      Complete       6%
Miscellaneous scrap sales                    $  6,746        October/November/2003 Complete      11%
                                             --------                                            ---

Total                                        $ 59,002                                           100%
                                             ========                                           ====

Uncompleted Contracts:
---------------------

Fer-Marc Equipment Ltd.                      $106,560(3)(4)  April 30, 2004        50% Complete
8 Lott Road see note (5)

<FN>
(1)  2003: Exchange rate to convert CDN dollar contracts to USD dollar revenue
     was $1.56476 CDN = $1.00 USD; 2004: Exchange rate to convert CDN dollar
     contracts to USD dollar revenue was $1.30752 CDN = $1.00 USD;
(2)  This amount was accrued to January 31, 2003. The contract was completed on
     April 30, 2003;
(3)  Exchange rate to convert CDN dollar contracts to USD dollar revenue was
     $1.3888 CDN = $1.00 USD.
(4)  The initial contract price for Fer-Marc Equipment Ltd. was $148,000CDN
     respectively.
(5)  We can not estimate the renovation revenue for 8 Lott Road because it is a
     cost plus $5,000 contract.
</FN>
</TABLE>


The role of Mr. Jeff Mabry, the sole officer and director of the Company, is to
ensure all private placement funding is conducted in accordance with all
securities legislation; that all accounting functions in the parent and
subsidiary are complete and accurate and prepared in a timely fashion; and, to
ensure all Federal and State public filings are complete and accurate.

The role of Mrs. Kathy Weisgerber is to conduct the day-to-day operations of the
subsidiary to the satisfaction of the land owners. Mrs. Weisgerber ensures all
contracts are successfully negotiated and/or tendered and ensures all sub-trades
are retained. Mr. Weisgerber and her family have been in the general contracting
construction business in Saskatchewan for 20 years.

The primary geographic region where we anticipate conducting our operations is
Saskatchewan, Canada. The Company intends to target the following primary
markets in this region:

     a)   Small retail operations requiring renovation;
     b)   Residential house owners requiring renovation to their existing
          dwelling;

The Company earned $258,785 in gross revenue and had a net loss of $34,094 from
August 5, 2002, the date of inception to January 31, 2004 by targeting these
markets.

The competitive business condition faced by our Company is the ability to
negotiate construction contracts or tenders effectively so that we receive the
construction project and earn a profit. Our Company is one of the smallest

--------------------------------------------------------------------------------
Form 10KSB-Period Ending January 31, 2004                                Page 2
<PAGE>



                          AMERICAN CONSTRUCTION COMPANY
--------------------------------------------------------------------------------


general contracting companies in the construction industry in the Province of
Saskatchewan. We intend to increase our position in the industry by
competitively negotiating contract and tender prices as they come due and slowly
build our reputation for completing construction projects in a timely and
durable fashion for a price that is cost effective for the land owner.

The competitive business conditions of the industry include competing against
competitors that receive financing to purchase materials on credit and that have
skilled manpower on staff to complete projects in a timely fashion. Competitors
that have these conditions can bid and tender on jobs with more confidence that
they will achieve their profit expectations. This is because they know what
their labor cost will be because they pay employees that are on staff and they
don't have to pay for materials until they are paid by the landowner or on terms
that are more favorable to small construction operators like our company. As a
result of these conditions they have a greater advantage of obtaining and
completing the construction contracts. Our company does not have favorable
financing terms versus large construction companies and we must bid or tender
contracts with the uncertainty that certain trades may charge more than what we
estimated.

The methods of competition used in the construction industry are bidding or
tendering contracts at a loss to prevent competitors such as our company from
obtaining the contract or competitors having personal contacts or relationships
with landowners who privately negotiate contracts who might tender the contract
to the market if it was not otherwise privately negotiated.

The Company believes that the overall growth of its business will be prefaced on
the reference it receives from its past clients especially in the home
residential market where references are often asked for and followed up by
prospective house owners. Upon a good reference being received endorsing the
Company's successful performance of past house renovations we are confident that
we will increase the number of contracts or tenders that we will win in this
market. The commercial renovation market works in much the same fashion with the
business owner relying on references or observing past work that a company has
completed.

In Saskatchewan, there is no requirement for general contractors to be licensed.
We do require construction permits for construction projects. This requires
drawings to be made that are designed by us and forwarded to the municipal
government who approves the plans before construction commences. Other than
receiving construction permits discussed above there are no government
regulations existing or probable that effect our business.

BUSINESS STRATEGY
-----------------

Main Objectives
---------------

The Company's business strategy has been developed to achieve the following
objectives:

     a)   Timely completion of all construction projects;
     b)   To construct durable structures;

Timely Completion of Construction Projects
------------------------------------------

It is our goal to complete all construction projects we are successful in
obtaining in a timely fashion. The time of completion in a construction project
is the most important objective to a landowner. In a commercial renovation the
landowner can not lease his building to a tenant if the building is not ready
for occupancy or they can not use it themselves for occupancy increasing their
overhead in renting another premise until their building is complete or at a
minimum disrupting their staff while the renovation is being completed. It is
therefore essential in every commercial renovation to satisfy the time of
completion as it generally translates into the landowner loosing money in a
direct or indirect fashion if is not completed on time.

In a home renovation project, time of completion is also the most important
factor because typically the home renovation disrupts and entire family and how
they live within their dwelling. If a home renovation runs over its completion
date too long the landowner will not tolerate it because his home will not be a
place where he or she can relax especially if they have a family.

To achieve this objective the company plans each project to the point of
completion and discusses the time of completion with each sub-trade to ensure
they effectively work together to ensure they are coordinated with each other
sub-trade. Once the plan is established and discussed we follow up with each

--------------------------------------------------------------------------------
Form 10KSB-Period Ending January 31, 2004                                Page 3
<PAGE>



                          AMERICAN CONSTRUCTION COMPANY
--------------------------------------------------------------------------------


sub-trade to ensure they are on target with their own work. If a sub-trade is
not on target we advise them of the deficiency and will hold back a progress
payment until their work is done.

Durable Construction
--------------------

The second most important objective is the quality construction of the
commercial or home construction project. When negotiating or tendering on a
project the landowner will advise or we will advise the landowner of the
materials that should be used. Since certain building materials are better than
others we advise the landowner of this when negotiating as this will determine
the overall price of the contract to the owner. This will not impact our price
of doing the project as the owner will purchase the construction materials.

To ensure the construction project is being durably built we retain only those
sub-trades that are qualified with the proper credentials. This will include
finishing carpenters, journeymen electricians and plumbers or experienced
sub-trades with good reputations in the construction industry. In addition, we
will discuss the construction of the project with the sub-trades on the job to
determine if any one trade is having a problem at the construction site, is not
getting done on time or the owner is noticing any deficiencies for what they had
anticipated to be completed. We also inspect the work as it is completed.

MARKETING STRATEGY
------------------

We market our services by personally contacting commercial and residential
landowners to determine what work is available and what their intentions are for
the future regarding renovations to their business or residential dwellings.


ITEM 2.  DESCRIPTION OF PROPERTY.
---------------------------------

Our operating facilities are located at 4340 East Charlestown Avenue, Phoenix,
Arizona, 85032 and 26 Harlton Bay, Regina, Saskatchewan. These facilities are
provided to us at no charge by Jeff Mabry director of the Company and Mrs. Kathy
Weisgerber, director of our subsidiary, each of which are located in their
residence. The Canadian operating facility functions as our main operating
facility.


ITEM 3.  LEGAL PROCEEDINGS.
---------------------------

We were not a party to any legal proceedings during the reporting period, and we
know of no legal proceedings pending or threatened or judgments entered against
any director or officer of the Company in his or her capacity as such.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
-------------------------------------------------------------

None


PART II
-------


ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
------------------------------------------------------------------

Principal Market or Markets
---------------------------

Our common stock presently has no market and is not listed on any exchange or on
the Over-the-Counter Electronic Bulletin Board.




--------------------------------------------------------------------------------
Form 10KSB-Period Ending January 31, 2004                                Page 4
<PAGE>



                          AMERICAN CONSTRUCTION COMPANY
--------------------------------------------------------------------------------


Approximate Number of Common Stock Holders
------------------------------------------

As of January 31, 2004, we had 9,175,000 shares of common stock issued and
outstanding, held by approximately 30 shareholders.

Dividend Policy
---------------

We have never declared or paid cash dividends on our common stock and anticipate
that future earnings, if any, will be retained for development of our business.

Recent Sales of Unregistered Securities
---------------------------------------

On August 5, 2002 we issued 5,100,000 common shares, having $0.001 par value per
share, to Jeff Mabry, the Director and founder of the Company for $5,100
pursuant to Regulation D Rule 506 of the Securities Act of 1933. These shares
were paid for on April 4, 2003.

On June 2, 2003, we accepted and executed subscription agreements that sold
4,075,000 common shares, having $0.001 par value per share, to 29 persons, at an
offering price of $0.001 per share for gross offering proceeds of $4,075 USD,
pursuant to Regulation D Rule 506 of the Securities Act of 1933. For this
offering we offered our shares of common stock to a limited number of offerees,
with whom we had a pre-existing relationship. Each of the investors in our
company are friends or business associates of Mr. Mabry the director and founder
of the company. Each person purchasing our shares of common stock who we
reasonably believed was not an accredited investor (as that term is defined by
the provisions of Rule 501(a), received from us that information specified by
the provisions of Rule 502(b). Additionally, we reasonably believe that each
such person either alone or with his or her purchaser representative (as that
term is defined by the provisions of Rule 501(h)), has such knowledge and
experience in financial and business matters that he or she was capable of
evaluating the merits and risks of a purchase of our common shares. For each
offering, we discussed with each purchaser in, what we believe to be, reasonable
detail the various aspects, including the risks, relating to a purchase of our
common stock. Each of the 29 investors were not accredited investors.

We never utilized an underwriter for an offering of our securities. Other than
the securities mentioned above, we have not issued or sold any securities.


ITEM 6.  MANAGEMENT DISCUSSION AND ANALYSIS
-------------------------------------------

PLAN OF OPERATIONS
------------------

During the next twelve months, we intend to continue our business by bidding on
tenders or negotiating contracts as the landowners contact us to perform
construction on their projects. The Company has also spent a great deal of time
negotiating the potential purchase of two warehouses in Regina, Saskatchewan and
Saskatoon, Saskatchewan. These projects if obtained and zoning is approved will
generate approximately 600,000 CDN and 3,000,000 CDN in gross sales.

Our company has one part time employee and our subsidiary currently has one part
time employee which will not change in the next twelve months. In addition we
expect our cash requirement for the operations of our business to be financed
through our cash on hand and our operations. If this is not sufficient we will
attempt to finance our operations through future borrowings or future sales of
securities. However we do not expect to have to raise additional funds in the
next 12 months.


MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
---------------------------------------------------------

We have received a going concern opinion from our auditors because we have not
earned a profit from our operation and because we have been in business for a
short period of time. Our deficit is $34,094 as of January 31, 2004. The
discussion below provides an overview of our operations, discusses our results
of operations, our plan of operations and our liquidity and capital resources.



--------------------------------------------------------------------------------
Form 10KSB-Period Ending January 31, 2004                                Page 5
<PAGE>



                          AMERICAN CONSTRUCTION COMPANY
--------------------------------------------------------------------------------


Overview
--------

From the date of our incorporation on August 5, 2002 until January 31, 2004, we
have been a development-stage company that had limited revenues. Our operating
activities during this period consisted primarily of completing or near
completing ten (10) construction projects.

Our financial statements are prepared in accordance with U.S. generally accepted
accounting principles. We have expensed all development expenses related to the
establishment of West Dee Construction Ltd., our subsidiary corporation, and the
corresponding professional fees incurred to establish our subsidiary.

Our operating expenses are classified into five categories:

     o    Cost of Sales;
     o    Contracting services;
     o    Professional fees;
     o    Administrative expenses; and
     o    Income taxes


Cost of Sales consists primarily of those expenditures incurred to pay the
sub-trades or sub-contractors their fees.

Contracting services consists primarily of those expenditures to pay for general
contracting services paid to Mrs. Weisgerber's company West Dee Investments Inc.
The services provided by West Dee Investments Inc. are general contracting
services which, includes plan design, estimating and bidding, supervision of
independent contractors and site clean up. Our company and our subsidiary are
responsible for all functions and activities of our operation but we pay for
Mrs. Weisgerber's services to her corporation for providing the above services.
We pay West Dee Investments Inc. a fee arrangement where that company receives
the first $40,000 in profit per fiscal year as compensation for managing our
projects. All profit earned beyond $40,000 remains with our subsidiary. We have
paid to West Dee Investments Inc. $31,799 from the date of our inception to our
year end January 31, 2003 and accrued $14,252 for the year ended January 31,
2004.

Professional fees consist primarily of the accounting expenses to complete the
audit and quarter end review financial statements and some legal fees.

Administrative expenses consist primarily of costs to incorporate and general
expenses.

Income taxes are those expenses paid as required by the Revenue authorities in
the jurisdictions the company operates.

Results of operations
---------------------

We have lost $34,094 from the date of inception (August 5, 2002) to January 31,
2004.

In order to capture construction to date we have quoted construction prices on
projects to be under the market to obtain the projects that allows us to obtain
a reputation in the industry. To date our cost of goods sold is 78% ($202,800)
of gross revenue ($258,785). We expect to maintain this percentage of cost of
sales to sales ratio but can not guarantee it. Revenue decreased from $199,783
in 2003 to $59,002 in 2004 because of severe competition in the industry and the
Company focusing on obtaining two major condominium renovation projects in
Regina, Saskatchewan and Saskatoon, Saskatchewan.

Contracting services are $31,799 in 2003 and $14,252 in 2004 and are paid to
Mrs. Weisgerber's company as compensation for services it renders to our
subsidiary. This expense decreased reflecting the reduced work received by the
Company in 2004 relative to 2003. This cost will not exceed $40,000 due to our
fee arrangement with Mrs. Weisgerber's company (West Dee Investments Inc.) that
it receive the first $40,000 in profit.

Professional services are $5,000 in 2003 and $25,518 in 2004 and are paid to our
auditor, accountants and lawyers. This expense increased reflecting that we
incurred more professional fees over a 12 month period in 2004 versus the 6
month period in 2003 and therefore we had more auditor fees to prepare financial
statements for our quarterly returns and to update our financial statements
contained in our registration statement that was declared effective November 25,
2003. We anticipate that our professional fees will decrease because the costs

--------------------------------------------------------------------------------
Form 10KSB-Period Ending January 31, 2004                                Page 6
<PAGE>



                          AMERICAN CONSTRUCTION COMPANY
--------------------------------------------------------------------------------


incurred in going public including audit and legal fees have ended and we
anticipate that the cost to maintain our public status and year end audit to be
less than the cost we incurred to get our public reporting status. It is our
goal to keep these costs at $10,000 for the next fiscal year.

Administrative expenses are $1,357 in 2003 and $12,153 in 2004 and are paid for
general expenses of the Company. Again the increase is due to comparing a 6
month reporting period in 2003 to a 12 month reporting period in 2004. We
anticipate that our administrative expenses will remain relatively stable at
$5,000 in the next fiscal year because we don't anticipate these expenses
becoming significant in operating our company.

We anticipate that our income taxes will be negligible for this year and the
next fiscal year because our company is just starting business and has incurred
a loss to date therefore not attracting tax and we expect the next fiscal year
to be better but still not having to pay much in tax due to the losses from this
year carrying forward.

Due to the foregoing factors, our operating results are difficult to forecast.
You should evaluate our prospects in light of the risk, expenses and
difficulties commonly encountered by comparable development-stage companies in
the construction industry. We cannot assure you that we will successfully
address such risks and challenges. In addition, even though we have completed or
near completed ten (10) contracts, we cannot assure you that our revenues will
increase or that we will become profitable in the future.

Liquidity and Capital Resources
-------------------------------

Our operating activities have used cash resources of approximately $55,981 from
August 5, 2002 (inception) to the period ending January 31, 2004. Our negative
operating cash flow resulted principally from our payment of consulting fees
paid to an affiliated company directed by the director of our subsidiary,
professional fees to audit and review our financial statements and costs
incurred to complete construction projects prior to being paid for the
completion of the projects. The net cash used by operating activities increased
by $14,207 in 2004 ($35,094) as compared to 2003 ($20,887) due to a decline in
obtaining profitable construction projects in 2004 versus 2003.

Our financing activities have increased cash resources of approximately $59,092
from August 5, 2002 (inception) to the period ending January 31, 2004. Our
positive net cash provided by financing activities in fiscal 2004 resulted from
collecting subscriptions on our two private offerings pursuant to Regulation D
Rule 506 of $9,175, amounts paid by West Dee Investments Inc. ($11,608) to our
subsidiary and Shareholder Loans ($14,666) from Jeff Mabry to the Company.

We had no investing activity for the period commencing August 5, 2002 to January
31, 2004.

At January 31, 2004 we had cash and cash equivalents of $3,122. This cash
combined with our operating revenues should be sufficient to fund our operations
for the next 12 months. If it is not we will attempt to sell more securities in
the future or borrow monies in the future as necessary to ensure we have the
necessary cash flow to cover our costs of operation for the next 12 months.
There is no guarantee that we will be profitable in our third fiscal year of
operations or that we can raise money from future borrowings or the future sale
of securities to ensure that necessary cash flow exists to cover our cost of
operation.

If cash generated from operations, our private placements and present cash is
insufficient to meet our long-term liquidity needs, we may need to raise
additional funds or seek other financing arrangements. Additional funding may
not be available on favorable terms or at all. In addition, although there are
no present understandings, commitments, or agreements with respect to any
acquisition of other businesses we may, from time to time, evaluate potential
acquisitions of other construction businesses to enhance our business. In order
to consummate potential acquisitions, we may issue additional securities or need
additional equity or debt financing and any such financing may be dilutive to
existing investors.









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Form 10KSB-Period Ending January 31, 2004                                Page 7
<PAGE>



                          AMERICAN CONSTRUCTION COMPANY
--------------------------------------------------------------------------------


ITEM 7.  FINANCIAL STATEMENTS
-----------------------------


                              FINANCIAL STATEMENTS


                    American Construction Company & SUBSDIARY
                          (A Development Stage Company)
                        Consolidated FINANCIAL STATEMENTS
                                    CONTENTS
          FOR THE PERIOD AUGUST 5, 2002 (INCEPTION) TO JANUARY 31, 2004

================================================================================








                                                                        Page

Report of Independent Certified Public Accountants                       F-2

Consolidated Financial Statements:

     Consolidated Balance Sheet                                          F-3

     Consolidated Statement of Operations                                F-4

     Consolidated Statement of Changes in Stockholders' Deficit          F-5

     Consolidated Statement of Cash Flows                                F-6

     Notes to Consolidated Financial Statements                      F-7 to F-13













                                       F-1

--------------------------------------------------------------------------------
Form 10KSB-Period Ending January 31, 2004                                Page 8
<PAGE>



                          AMERICAN CONSTRUCTION COMPANY
--------------------------------------------------------------------------------



                          INDEPENDENT AUDITOR'S REPORT
                          ----------------------------



The Board of Directors
American Construction Company

We  have  audited  the  accompanying  consolidated  balance  sheet  of  American
Construction  Company and subsidiary (a development stage company) as of January
31, 2004 and the related  statements of  operations,  stockholders'  deficit and
cash flows for the period from August 5, 2002  (inception)  through  January 31,
2004.  These  financial  statements  are  the  responsibility  of the  company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits to obtain  reasonable  assurance  about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our  opinion,  the  consolidated  financial  statements,  referred  to above,
present fairly,  in all material  respects,  the financial  position of American
Construction  Company as of January 31, 2004 and the results of its  operations,
changes in its  stockholders'  deficit  and its cash  flows for the period  from
inception  (August 5, 2002) to January 31, 2004 in  conformity  with  accounting
principles generally accepted in the United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going  concern.  As described in Note 7, the
Company has minimal  working capital and has been in business for a short period
of time, which raises substantial doubt about its ability to continue as a going
concern.  Management's  plans in regard to these  matters are also  described in
Note 7. The  financial  statements  do not  include any  adjustments  that might
result from the outcome of this uncertainty.



KABANI & COMPANY, INC.
Certified Public Accountants

Fountain Valley, California
April 29, 2004







                                       F-2

--------------------------------------------------------------------------------
Form 10KSB-Period Ending January 31, 2004                                Page 9
<PAGE>



                   AMERICAN CONSTRUCTION COMPANY & SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                           CONSOLIDATED BALANCE SHEET
                           --------------------------

                                     ASSETS
                                                              January 31, 2004
                                                              ----------------
CURRENT ASSETS
     Cash & cash equivalents                                  $         3,122
     Costs in excess of billings on uncompleted
      contracts                                                       112,687
     Deposit                                                           11,274
     GST Receivable                                                     2,944
                                                              ----------------
           Total assets                                       $       130,027
                                                              ================



CURRENT LIABILITIES
     Accounts payables and accrued expenses                   $        44,960
     Customer deposits                                                 59,493
     Shareholders loan                                                 14,667
     Due to affiliate                                                  35,826
                                                              ----------------
      Total current liabilities                                       154,946
                                                              ----------------



STOCKHOLDERS' DEFICIT
    Common stock, $.001 par value; 75,000,000 shares,
    authorized, issued and outstanding
    9,175,000 shares                                                    9,175
    Deficit accumulated during the development stage                  (34,094)
                                                              ----------------
           Total stockholders' deficit                                (24,919)
                                                              ----------------

           Total liabilities and stockholders' deficit        $       130,027
                                                              ================












               The accompanying notes are an integral part of the
                       consolidated financial statements.

                                       F-3

--------------------------------------------------------------------------------
Form 10KSB-Period Ending January 31, 2004                                Page 10
<PAGE>



                   AMERICAN CONSTRUCTION COMPANY & SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

<TABLE>
<CAPTION>
                      CONSOLIDATED STATEMENT OF OPERATIONS
                      ------------------------------------


                                                                       From             Cumulative
                                                                    August 5,         from August 5,
                                                                       2002                2002
                                               For the Year        (inception)        (inception) to
                                              ended January         to January         January 31,
                                                 31, 2004            31, 2003              2004
                                             ----------------    ----------------    ----------------
<S>                                          <C>                 <C>                 <C>
Revenue
  Construction Revenue                       $        59,002     $       199,783     $       258,785

Cost of sales                                         36,175             166,625             202,800
                                             ----------------    ----------------    ----------------
          Gross Profit                                22,827              33,158              55,985
                                             ----------------    ----------------    ----------------

Expenses:
  Contracted services                                 14,252              31,799              46,051
  Professional fees                                   25,518               5,000              30,518
  Administrative expenses                             12,153               1,357              13,510
                                             ----------------    ----------------    ----------------
          Total expenses                              51,923              38,156              90,079
                                             ----------------    ----------------    ----------------

Loss before income taxes                             (29,096)             (4,998)            (34,094)
Less: Income taxes                                         -                   -                   -
                                             ----------------    ----------------    ----------------
Net loss                                     $       (29,096)    $        (4,998)    $       (34,094)
                                             ================    ================    ================

Net loss per share                           $        (0.004)    $        (0.001)
                                             ================    ================

Weighted average basic and fully diluted
  shares outstanding                               7,137,500           5,100,000
                                             ================    ================
</TABLE>
















               The accompanying notes are an integral part of the
                       consolidated financial statements.

                                       F-4

--------------------------------------------------------------------------------
Form 10KSB-Period Ending January 31, 2004                                Page 11
<PAGE>



                   AMERICAN CONSTRUCTION COMPANY & SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

<TABLE>
<CAPTION>
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
               August 5, 2002 (Inception) through January 31, 2004
               ---------------------------------------------------


                                                                                    Deficit
                                                                                  Accumulated
                                                                                     During
                                         Common         Common                        the
                                         Stock          Stock      Subscription   Development
                                         Shares         Amount      Receivable       Stage          Total
                                      ------------   -----------   ------------   ------------   ------------


<S>                                      <C>         <C>           <C>            <C>            <C>
Common Stock issued                      5,100,000   $    5,100    $    (5,100)   $        --    $        --

Net loss for the period from
August 5, 2002 (inception)
through January 31, 2003                        --           --             --         (4,998)        (4,998)
                                      ------------   -----------   ------------   ------------   ------------

Balance, January 31, 2003                5,100,000   $    5,100    $    (5,100)   $    (4,998)   $    (4,998)

Receipt of cash                                 --           --          5,100             --          5,100

Common Stock issued                      4,075,000        4,075             --             --          4,075

Net loss for the period from
February 1, 2003 through
January 31, 2004                                --           --             --        (29,096)       (29,096)
                                      ------------   -----------   ------------   ------------   ------------

Balance, January 31, 2004                9,175,000   $    9,175    $        --    $   (34,094)   $   (24,919)
                                      ============   ===========   ============   ============   ============
</TABLE>










               The accompanying notes are an integral part of the
                       consolidated financial statements.

                                       F-5

--------------------------------------------------------------------------------
Form 10KSB-Period Ending January 31, 2004                                Page 12
<PAGE>



<TABLE>
<CAPTION>
                   AMERICAN CONSTRUCTION COMPANY & SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                      CONSOLIDATED STATEMENT OF CASH FLOWS
                      ------------------------------------


                                                                                From          Cumulative from
                                                        For the Year       August 5, 2002      August 5, 2002
                                                            Ended          (inception) to      (inception) to
                                                       Jan. 31, 2004      January 31, 2003    January 31, 2004
                                                      ----------------    ----------------    ----------------

<S>                                                   <C>                 <C>                 <C>
Cash flows from operating activities:
  Net Loss                                            $       (29,096)    $        (4,998)    $       (34,094)
    Adjustments to reconcile
      net loss to net cash used in
      operating activities:

      Change in operating assets and liabilities:
        Work in progress                                      (85,950)            (25,994)           (111,944)
        Deposit                                               (11,274)                                (11,274)
        GST receivable                                         (2,944)                                 (2,944)
        Accounts payable                                       34,677              10,105              44,782
        Customer deposits                                      59,493                                  59,493
                                                      ----------------    ----------------    ----------------

Net cash provided by operating activities                     (35,094)            (20,887)            (55,981)
                                                      ----------------    ----------------    ----------------

Effect of exchange rate changes on cash                            11                                      11
                                                      ----------------    ----------------    ----------------

Cash flows from financing activities
  Share subscription                                            5,100                 100               5,200
  Issuance of common stock                                      4,075                                   4,075
  Due to affiliate                                             11,608              23,543              35,151
  Shareholders loan                                            14,666                                  14,666
                                                      ----------------    ----------------    ----------------
Net cash provided by financing activities                      35,449              23,643              59,092
                                                      ----------------    ----------------    ----------------

Net change in cash                                                366               2,756               3,122
                                                      ----------------    ----------------    ----------------
Beginning cash balance                                          2,756
                                                      ----------------    ----------------    ----------------
Ending cash balance                                   $         3,122     $         2,756     $         3,122
                                                      ================    ================    ================

Supplemental disclosure of cash flow information:
  Cash paid during the period for -
    Interest                                                     NONE                NONE                NONE
                                                      ================    ================    ================
    Income taxes                                                 NONE                NONE                NONE
                                                      ================    ================    ================
</TABLE>



               The accompanying notes are an integral part of the
                       consolidated financial statements.
                                       F-6

--------------------------------------------------------------------------------
Form 10KSB-Period Ending January 31, 2004                                Page 13
<PAGE>



                          AMERICAN CONSTRUCTION COMPANY
--------------------------------------------------------------------------------


Note 1 - Organization
---------------------

American  Construction  Company (ACC) and its wholly owned Canadian  subsidiary,
West Dee Construction Ltd. (WDCL), collectively, (the Company) provides services
as a general  contractor for residential and commercial  construction  projects.
ACC was  incorporated  in the State of Nevada on August 5, 2002. The contracting
services are provided in and around Regina,  Saskatchewan  region of Canada. The
company began its construction activities from September 1, 2002. Generally, the
work is performed under fixed price contracts

Basis of Presentation
---------------------

Generally  accepted  accounting  principles  in the  United  States  of  America
contemplate  the  continuation of the Company as a going concern.  However,  the
Company has a short history of operations which raises  substantial  doubt about
the Company's  ability to continue as a going concern.  The  continuation of the
Company is dependent  upon the  continuing  financial  support of creditors  and
stockholders  and  upon  obtaining  the  capital  requirements  of the  Company.
Management is planning to raise capital through  issuance of shares.  Management
believes  actions planned and presently being taken provides the opportunity for
the Company to continue as a going concern.

Development Stage Enterprise
----------------------------

The Company is a development  stage company as defined in Statement of Financial
Accounting  Standards  (SFAS) No. 7.  "Accounting  and Reporting by  Development
Stage  Enterprises".  The Company is devoting  substantially  all of its present
efforts to establish a new business.

Note 2 - Summary of Significant Accounting Policies
---------------------------------------------------

Principles of Consolidation
---------------------------

The  accompanying   consolidated  financial  statements  include  the  financial
statements of the Company and its wholly-owned subsidiary, West Dee Construction
Ltd., a Canadian corporation.  All inter-company  accounts have been eliminated.
The parent company, American Construction Company, Inc. is a holding company and
has no assets except its  investment in its wholly owned  subsidiary  and has no
operations.   Accordingly,   the  financial   statements  presented  herein  are
essentially those of its wholly owned foreign subsidiary,  West Dee Construction
Ltd.

Use of Estimates in the Preparation of Financial Statements
-----------------------------------------------------------

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the reported amounts of revenue and expenses during the reporting period. Actual
results could differ from those estimates.










                                       F-7

--------------------------------------------------------------------------------
Form 10KSB-Period Ending January 31, 2004                                Page 14
<PAGE>



                          AMERICAN CONSTRUCTION COMPANY
--------------------------------------------------------------------------------


Foreign Currency Transactions
-----------------------------

The functional currency for the Canadian subsidiary (West Dee Construction Inc.)
is the  Canadian  dollar.  Assets  and  liabilities  of the  Company's  Canadian
subsidiary are translated in to United States dollars at the rate of exchange in
effect at the balance sheet date. Income and expense items are translated at the
average exchange rate prevailing during the reporting  period.  Gains and losses
resulting from foreign  currency  transactions  are included in the statement of
operations.   Gains  and  losses  from  translating  the  Canadian  subsidiaries
financial  statements  into the United States dollars  (reporting  currency) are
included in other comprehensive income. Such gains and losses were insignificant
at January 31, 2004.

Risks and Uncertainties
-----------------------

The Company is subject to substantial business risks and uncertainties  inherent
in starting a new business.  There is no assurance that the Company will be able
to  generate  sufficient  revenues  or obtain  sufficient  funds  necessary  for
launching a new business venture.

Concentrations
--------------

The Company currently  intends to initially  concentrate its business within the
Regina, Saskatchewan, Canada.

Revenue and Cost Recognition
----------------------------

The Company recognizes revenues on the percentage of completion method, measured
by the  percentage  of cost  incurred  to date to  estimate  total cost for each
contract.  That method is used because management considers total cost to be the
best  available  measure  of  progress  on the  contract.  Because  of  inherent
uncertainties in estimating  costs, it is at least reasonably  possible that the
estimates  used will  change  within the near term.  A  contract  is  considered
complete when the customer  accepts the work. At January 31, 2004,  all but five
contracts are not yet completed.

Contract  costs  consist  primarily  of  subcontract  costs and are  recorded as
incurred. Provision for estimated losses on uncompleted contracts is made in the
period in which such losses are determined. General and administrative costs are
expensed as incurred

Costs in excess of amounts  billed are  classified as current assets under costs
in excess of billings on uncompleted contracts.  Billings in excess of costs are
classified  under  current  liabilities  as  billings  in  excess  of  costs  on
uncompleted contracts. Contract retentions are included in contract receivables.

Fair Value of Financial Instruments
-----------------------------------

Financial  Accounting  Standards  Board ("FASB")  issued  Statement of Financial
Accounting  Standards  No. 107 ("SFAS  107"),  "Disclosures  about Fair Value of
Financial  Instruments." SFAS 107 requires  disclosure of fair value information
about financial  instruments  when it is practicable to estimate that value. The
carrying  amount of the Company's  accounts  payable and related party  payables
approximate their estimated fair values due to their short-term maturities.









                                       F-8

--------------------------------------------------------------------------------
Form 10KSB-Period Ending January 31, 2004                                Page 15
<PAGE>



                          AMERICAN CONSTRUCTION COMPANY
--------------------------------------------------------------------------------


Long-lived assets
-----------------

Effective January 1, 2002, the Company adopted Statement of Financial Accounting
Standards  No. 144,  "Accounting  for the  Impairment  or Disposal of Long-Lived
Assets" ("SFAS 144"), which addresses financial accounting and reporting for the
impairment  or  disposal  of  long-lived  assets and  supersedes  SFAS No.  121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of," and the accounting and reporting  provisions of APB Opinion No.
30,  "Reporting  the  Results of  Operations  for a  Disposal  of a Segment of a
Business." The Company  periodically  evaluates the carrying value of long-lived
assets  to be held and used in  accordance  with  SFAS  144.  SFAS 144  requires
impairment  losses to be recorded on long-lived  assets used in operations  when
indicators of impairment are present and the  undiscounted  cash flows estimated
to be generated by those assets are less than the assets' carrying  amounts.  In
that  event,  a loss is  recognized  based on the  amount by which the  carrying
amount  exceeds  the  fair  market  value  of the  long-lived  assets.  Loss  on
long-lived  assets to be disposed of is determined in a similar  manner,  except
that fair market values are reduced for the cost of disposal.

Earnings (loss) per share
-------------------------

The  Company  adopted  the  provisions  of  Statement  of  Financial  Accounting
Standards No. 128,  Earnings per Share ("SFAS No. 128"). SFAS No. 128 eliminates
the  presentation  of primary and fully  diluted  earnings per share ("EPS") and
requires  presentation  of basic  and  diluted  EPS.  Basic EPS is  computed  by
dividing income (loss) available to common stockholders by the  weighted-average
number of common shares outstanding for the period.  Diluted EPS is based on the
weighted-average number of shares of common stock outstanding for the period and
common  stock  equivalents  outstanding  at the end of the period.  Common stock
equivalents have been excluded from the calculation of  weighted-average  shares
for purposes of  calculating  diluted  earnings per share for 2003 and 2002;  as
such inclusion is anti-dilutive.

Start-up Costs
--------------

The Company adopted Statement of Position No. 98-5 ("SOP 98-5"),  "Reporting the
Costs of  Start-Up  Activities."  SOP 98-5  requires  that all  non-governmental
entities expense the cost of start-up activities, including organizational costs
as those costs are incurred.

Comprehensive Income
--------------------

The Company adopted Statement of Financial Accounting Standards ("FAS") No. 130,
"Reporting  Comprehensive  Income".  FAS No.130 requires that the components and
total amounts of comprehensive income be displayed in the financial  statements.
Comprehensive  income  includes  net income and all  changes in equity  during a
period that arises from non-owner  sources,  such as foreign  currency items and
unrealized  gains and losses on certain  investments in equity  securities.  The
Company's component of comprehensive income (loss) consists of a net income.

Issuance of shares for service
------------------------------

The Company accounts for the issuance of equity instruments to acquire goods and
services  based on the fair value of the goods and services or the fair value of
the  equity  instrument  at the time of  issuance,  whichever  is more  reliably
measurable.






                                       F-9

--------------------------------------------------------------------------------
Form 10KSB-Period Ending January 31, 2004                                Page 16
<PAGE>



                          AMERICAN CONSTRUCTION COMPANY
--------------------------------------------------------------------------------


Income Taxes
------------

The Company  records  deferred  taxes in accordance  with Statement of Financial
Accounting  Standards  (SFAS) 109,  "Accounting for Income Taxes." The statement
requires  recognition  of  deferred  tax assets and  liabilities  for  temporary
differences  between the tax bases of assets and  liabilities and the amounts at
which they are carried in the financial  statements,  based upon the enacted tax
rates in effect for the year in which the differences are expected to reverse. A
valuation  allowance is established when necessary to reduce deferred tax assets
to the amount expected to be realized.

Valuation of Long-Lived Assets
------------------------------

The  Company   periodically   analyzes  its  long-lived   assets  for  potential
impairment,  assessing  the  appropriateness  of  lives  and  recoverability  of
unamortized balances through measurement of undiscounted operating cash flows on
a basis consistent with accounting  principles  generally accepted in the United
States of America.

Segment Reporting
-----------------

The Company  consists of one reportable  business  segment.  All revenue is from
external customers in Canada. All of the Company's assets are located in Canada.

Reclassifications
-----------------

Certain  comparative  amounts have been reclassified to conform with the current
year's presentation.

Recently Issued Accounting Pronouncements
-----------------------------------------

On April 30 2003, the FASB issued FASB Statement No. 149 (FAS 149), Amendment of
Statement 133 on Derivative  Instruments and Hedging Activities.  FAS 149 amends
and clarifies the accounting guidance on (1) derivative  instruments  (including
certain  derivative  instruments  embedded in other  contracts)  and (2) hedging
activities  that fall  within  the scope of FASB  Statement  No.  133 (FAS 133),
Accounting  for  Derivative  Instruments  and Hedging  Activities.  FAS 149 also
amends  certain  other  existing  pronouncements,  which  will  result  in  more
consistent reporting of contracts that are derivatives in their entirety or that
contain  embedded  derivatives  that  warrant  separate  accounting.  FAS 149 is
effective (1) for contracts  entered into or modified after June 30, 2003,  with
certain exceptions,  and (2) for hedging relationships designated after June 30,
2003. The guidance is to be applied prospectively.  The adoption of SFAS No. 149
does not have a material impact on the Company's  financial  position or results
of operations or cash flows.

On May 15, 2003,  the Financial  Accounting  Standards  Board (FASB) issued FASB
Statement No. 150 (FAS 150),  Accounting for Certain Financial  Instruments with
Characteristics  of both Liabilities and Equity.  FAS 150 changes the accounting
for certain  financial  instruments  that,  under  previous  guidance,  could be
classified as equity or "mezzanine"  equity,  by now requiring those instruments
to be  classified  as  liabilities  (or  assets  in some  circumstances)  in the
statement of financial position.  Further, FAS 150 requires disclosure regarding
the terms of those instruments and settlement  alternatives.  FAS 150 affects an
entity's classification of the following freestanding instruments:  a) Mandatory
redeemable instruments









                                      F-10

--------------------------------------------------------------------------------
Form 10KSB-Period Ending January 31, 2004                                Page 17
<PAGE>



                          AMERICAN CONSTRUCTION COMPANY
--------------------------------------------------------------------------------


b) Financial  instruments  to repurchase an entity's own equity  instruments  c)
Financial instruments embodying obligations that the issuer must or could choose
to settle by issuing a variable number of its shares or other equity instruments
based solely on (i) a fixed monetary amount known at inception or (ii) something
other than  changes in its own equity  instruments  d) FAS 150 does not apply to
features  embedded in a financial  instrument  that is not a  derivative  in its
entirety.  The  guidance in FAS 150 is  generally  effective  for all  financial
instruments  entered  into or  modified  after May 31,  2003,  and is  otherwise
effective at the beginning of the first interim period  beginning after June 15,
2003. For private  companies,  mandatory  redeemable  financial  instruments are
subject to the  provisions  of FAS 150 for the  fiscal  period  beginning  after
December 15, 2003. The adoption of SFAS No. 150 does not have a material  impact
on the Company's financial position or results of operations or cash flows.

In December  2003,  the  Financial  Accounting  Standards  Board (FASB) issued a
revised  Interpretation  No. 46,  "Consolidation of Variable Interest  Entities"
(FIN 46R). FIN 46R addresses  consolidation by business  enterprises of variable
interest  entities and significantly  changes the  consolidation  application of
consolidation   policies  to  variable  interest  entities  and,  thus  improves
comparability  between  enterprises  engaged  in similar  activities  when those
activities are conducted  through variable interest  entities.  The Company does
not hold any variable interest entities.

Note 3 - Subscription receivable / Common stock subscribed
----------------------------------------------------------

At January 31, 2003, the Company had subscription receivable for the purchase of
5,100,000  shares of common stock at $0.001.  The Company  received the cash for
the subscription receivable in the year ended January 31, 2004.

During the year,  the  Company  received  cash in an amount of $4,075 and issued
4,075,000 shares at $0.001 par value.

Note 4 - Costs in excess of billings on uncompleted contracts
-------------------------------------------------------------

Costs in excess of billings on uncompleted  contracts  represents costs incurred
on five  uncompleted  contracts not billed through March 31, 2004. Costs consist
of subcontract  costs incurred on the contract.  These  contracts are at various
stages of  completion.  These  contracts  are stated at cost of  $112,687  as at
January 31, 2004.

Note 5 - Deposit
----------------

Deposit  represents  amount  held by  Escrow  Company  for the  purchase  of the
property. This amount will be applied towards the purchase price when the escrow
closed.

Note 6 - GST Receivable
-----------------------

GST receivable consists of sales tax paid for purchase is in excess of sales tax
collected from buyer.  The excess will be refunded from the Canadian  government
since all the sales tax is related to West Dee  Construction.  As of January 31,
2004, the balance is U.S. $2,944.










                                      F-11

--------------------------------------------------------------------------------
Form 10KSB-Period Ending January 31, 2004                                Page 18
<PAGE>



                          AMERICAN CONSTRUCTION COMPANY
--------------------------------------------------------------------------------


Note 7 - Customer Deposits
--------------------------

Customer  deposits  represent cash received for the four  uncompleted  contract.
These  deposits  will be  recognized  as  revenue  based  on the  percentage  of
completion. As of January 31, 2004, the balance is $59,493.

Note 8 - Related Party Transactions/ Due from affiliate
-------------------------------------------------------

Due from affiliate represents amount from West Dee Investments,  a company owned
by a  relative  of West Dee  Construction  Inc.'s  key  officers.  This  loan is
unsecured, non interest bearing and is payable on demand.

The West Dee Investment,  Inc., a related party,  provides management (contract)
services to American Construction Company's subsidiary. The service fee is based
on total net profit up to $40,000.  The amount  paid for the year ended  January
31, 2004 and 2003 is $14,252 and $31,799, respectively.

Shareholder's loan represents amount from  shareholders.  The loan is unsecured,
non interest bearing and is payable on demand.

Note 9 - Income Taxes
---------------------

The credit at United States  Federal  Statutory rate is 34%. At January 31, 2004
and 2003,  the  Company  has gross  deferred  income tax asset of  approximately
$9,500 and $1,700, respectively,  which can be carried forward through 2010. The
Company has recorded a 100%  valuation  allowance due to the  uncertainty of its
realization

Note 10 - Going concern
-----------------------

The  accompanying  consolidated  financial  statements  have  been  prepared  in
conformity  with generally  accepted  accounting  principles  which  contemplate
continuation of the Company as a going concern.  However,  the Company's did not
earn  significant  revenue  for the year ended 2004 and 2003.  The  Company  has
accumulated  deficit of $34,094 at January 31, 2004.  At January 31,  2004,  the
Company has a negative  working  capital  and has been in  business  for a short
period of time

In view of the matters described in the preceding paragraph, recoverability of a
major  portion  of  the  recorded  asset  amounts  shown  in  the   accompanying
consolidated  balance  sheet  is  dependent  upon  continued  operations  of the
Company,  which  in turn is  dependent  upon  the  Company's  ability  to  raise
additional  capital,  obtain financing and to succeed in its future  operations.
The  financial  statements  do  not  include  any  adjustments  relating  to the
recoverability  and  classification  of  recorded  asset  amounts or amounts and
classification  of  liabilities  that might be  necessary  should the Company be
unable to continue as a going concern.











                                      F-12

--------------------------------------------------------------------------------
Form 10KSB-Period Ending January 31, 2004                                Page 19
<PAGE>



                          AMERICAN CONSTRUCTION COMPANY
--------------------------------------------------------------------------------


Note 10 - Going concern (Continued)
-----------------------------------

Management  has taken the following  steps to revise its operating and financial
requirements,  which it believes are  sufficient to provide the Company with the
ability to continue as a going concern.  Management devoted  considerable effort
from inception through January 31, 2004,  towards obtaining  additional  equity.
Management  believes that the successfully  raising  additional  funding in next
fiscal  year will allow the  Company to  continue  operations  through  the next
fiscal year.

















































                                      F-13

--------------------------------------------------------------------------------
Form 10KSB-Period Ending January 31, 2004                                Page 20
<PAGE>



                          AMERICAN CONSTRUCTION COMPANY
--------------------------------------------------------------------------------


ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
-----------------------------------------------------------------------
FINANCIAL DISCLOSURES
---------------------

None.


ITEM 8A. CONTROLS AND PROCEDURES.
---------------------------------

An evaluation was carried out under the supervision and with the participation
of the Company's management, including the Chief Executive Officer (CEO) who
also serves as the Company's Chief Financial Officer (CFO), of the effectiveness
of the Company's disclosure controls and procedures as of January 31, 2004.
Based on that evaluation, the CEO/ CFO has concluded that the Company's
disclosure controls and procedures are effective to provide reasonable assurance
that information required to be disclosed by the Company in reports that it
files or submits under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in
Securities and Exchange Commission rules and forms. During the quarter ended
January 31, 2004, there were no changes in the Company's internal control over
financial reporting that have materially affected, or are reasonably likely to
materially affect, its internal control over financial reporting.


ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS OF THE
---------------------------------------------------------------------------
REGISTRANT; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
-------------------------------------------------------------

The Company's executive officers and directors are as follows:

Name                             Age     Title

Jeff Mabry                       37      President, Chief Executive Officer,
4340 E. Charleston                       Chief Financial Officer and Director
Phoenix, Arizona USA                     of the Company

Kathy Weisgerber                 40      President and Director of West Dee
26 Harlton Bay                           Construction Ltd. the wholly owned
Regina, Saskatchewan, Canada             subsidiary of the Company

Mr. Jeff Mabry
--------------

Mr. Mabry is currently employed with CDS Insurance Agency, LLC as a broker from
June 2002 to present.

From May 1995 to August 2001 Mr. Mabry was employed with The Tech Group a
manufacturer of injection molds. Mr. Mabry was Senior Project Engineer
responsible for quoting and managing projects from concept through approved
production.

From May 1993 to April 1995 Mr. Mabry was employed with Plastic Design Corp. as
a Mold Maker. Mr. Mabry was responsible for building plastic injection molds for
the automotive and medical uses..

Mr. Mabry is a graduate of Arizona State University majoring in Construction
Engineering.

Mrs. Kathy Weisgerber
---------------------

Mrs. Weisgerber conducts the day-to-day operations of the subsidiary to the
satisfaction of the land owners. She ensures all contracts are successfully
negotiated and/or tendered and ensures all sub-trades are retained. Mrs.


--------------------------------------------------------------------------------
Form 10KSB-Period Ending January 31, 2004                                Page 21
<PAGE>



                          AMERICAN CONSTRUCTION COMPANY
--------------------------------------------------------------------------------


Weisgerber reviews blue prints for the purpose of calculating material takeoffs
to estimate the material requirements and the necessary cost to complete a
project so that the proper material is purchased at the lumber yards and other
material suppliers and design work where required for residential and commercial
projects. She retains the sub-trades to complete the project once the project
costs are estimated. Mrs. Weisgerber and her family have been in the general
contracting construction business in Saskatchewan for 20 years performing all
aspects of general contracting including working on the construction sites,
estimating and bidding. Mrs. Weisgerber has accumulated this experience by: (a)
working with her family at a small finishing supply store, Rock Oak Supplies,
servicing customers for their material needs such as kitchen design; (b) by
working on past construction projects where she performed all construction
duties including working on the site in the capacity as laborer, clean up and
receiver of material. Specific projects worked on included the construction of
two Brandee's confectionary stores in Regina, Saskatchewan, approximately 20
residential houses by her family's former business, Caesar Homes in Regina,
Saskatchewan, senior home construction, and the construction of Lang Credit
Union in Lang, Saskatchewan. In addition to Mrs. Weisgerber's experience, she
draws on her husband's experience as a master carpenter with the Government of
Saskatchewan in its construction division, Saskatchewan Property Management.
Mrs. Weisgerber and her family will continue to provide the company with the
services described above for the company's sole benefit. Mrs. Weisgerber and her
family will continue with their business and will not pose potential conflicts
of interest for our company because they only work on projects for our company.

Mrs. Weisgerber in addition to her obligations at West Dee Construction Ltd. has
been employed by Sasktel for 20 years. Mrs. Weisgerber holds the position of
national account representative for this government tele-communication company.

Compliance with Section 16(a) of the Securities Exchange Act

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than 10 percent of a registered
class of the Company's equity securities, to file reports of ownership and
changes in ownership with the Securities and Exchange Commission (SEC).
Officers, directors, and greater than 10 percent stockholders are required by
SEC regulation to furnish the Company with copies of all Section 16(a) forms
they file.

To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company, all reports under Section 16(a) required to be
filed by its officers, directors and greater than ten-percent beneficial owners
(Jeff Mabry and Kathy Weisgerber) were not timely filed due to inadvertent error
however at the time of filing of this annual report all filings were properly
filed. No shares had been traded by any of the officers, directors and greater
than ten-percent beneficial owners from the time of issuance from treasury to
the date of this filing.


ITEM 10. EXECUTIVE COMPENSATION
-------------------------------

The following table sets forth certain information concerning the compensation
paid by the Company for services rendered in all capacities to the Company from
January 1, 2003, through the fiscal year ended December 31, 2003, of all
officers and directors of the Company.

                                                           Securities
Name and Principal                                         Underlying
Positions at 01/31/04    Salary    Bonus   Compensation     Options
---------------------    ------    -----   ------------    -----------
Jeff Mabry                -0-       -0-        -0-             -0-
Director/President

Kathy Weisgerber(1)       -0-       -0-        -0-             -0-
Director/President



--------------------------------------------------------------------------------
Form 10KSB-Period Ending January 31, 2004                                Page 22
<PAGE>



                          AMERICAN CONSTRUCTION COMPANY
--------------------------------------------------------------------------------


(1) Kathy Weisgerber is the director and president of West Dee Construction Ltd.
the wholly owned subsidiary of American Construction Company.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
------------------------------------------------------------------------

The following table sets forth, as of January 31, 2004, certain information with
respect to the beneficial ownership of our common stock by (i) each director and
officer of the Company, (ii) each person known to the Company to be the
beneficial owner of 5% or more of the outstanding shares of common stock, with
such person's address, and (iii) all of the directors and officers as a group.
Unless otherwise indicated, the person or entity listed in the table is the
beneficial owner of the shares and has sole voting and investment power with
respect to the shares indicated.

                           AMOUNT AND NATURE                 PERCENT OF
NAME AND ADDRESS       OF BENEFICIAL SHARES OWNED       OUTSTANDING OWNERSHIP
----------------       --------------------------       ---------------------

Jeff Mabry                5,100,000 Common Shares                55.58%

Kathy Weisgerber          None                                   0.00%

Officers and directors
as a group                5,100,000 Common Shares               55.58%(1)

(1)  Jeff Mabry is the only officer and director that owns shares in the
     Company. His address is 4340 East Charlestown Avenue, Phoenix, Arizona
     85032.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS.
--------------------------------------------------------------

During the fiscal year ended January 31, 2004 the Company borrowed a total
amount of $14,666 from Jeff Mabry as a shareholder loan that is non-interest
bearing, non-secured and payable on demand. The Company owes $35,826 to West Dee
Investments Inc. as of January 31, 2004. West Dee Investments Inc. is a company
owned by a relative of West Dee Construction Ltd's key officers. This loan is
unsecured, non-interest bearing and is payable on demand.


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
------------------------------------------

Exhibit No.    Description and Method of Filing
----------     ----------------------------------------
14.1           Code of Ethics

23.1           Consent of Independent Auditor

31.1           Certification of the Principal Executive Officer and Chief
               Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley
               Act of 2002.

32.1           Certification of Principal Executive Officer and Chief Financial
               Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of
               2002.

----------------------------------------------

(b)  CURRENT REPORTS ON FORM 8-K

No reports on Form 8-K were filed by the Company during the year ended January
31, 2004.



--------------------------------------------------------------------------------
Form 10KSB-Period Ending January 31, 2004                                Page 23
<PAGE>



                          AMERICAN CONSTRUCTION COMPANY
--------------------------------------------------------------------------------


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
-----------------------------------------------

Independent Auditor Fees
------------------------

Fees for professional services provided by the Company's independent auditors,
Kabani & Company, Inc. for the years ended January 31, 2004 and 2003 are as
follows:

                                             2004              2003
     Audit Fees                            $20,000           $5,000
     Audit-related fees                        -0-              -0-
     Tax fees                                  -0-              -0-
     All other fees                            -0-              -0-
     Totals                                $20,000           $5,000

Audit Fees
----------

Audit fees consist of fees relative to the audit of the Company's year-end
financial statements and review of the Company's quarterly reports on Form
10-QSB.

Audit Related Fees
------------------

None

Tax Fees
--------

None.

Audit Committee Pre-Approval Policy
-----------------------------------

It is the policy of the Company's audit committee to approve all engagements of
the Company independent auditors to render audit or non-audit services prior to
the initiation of such services.



                                   SIGNATURES
                                   ----------

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant cause
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                    American Construction Company

                                    /s/ Jeff Mabry
                                    --------------------
   05/12/04                         Jeff Mabry
   --------                         Director, President, Chief Executive Officer
     Date                           Chief Financial Officer


In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.


                                    /s/ Jeff Mabry
                                    -------------------
   05/12/04                         Jeff Mabry
   --------                         Director, President, Chief Executive Officer
     Date                           Chief Financial Officer



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Form 10KSB-Period Ending January 31, 2004                                Page 24